Sylvester Stallone returns to the big screen in The Expendables, where the action hero fights against all odds to overcome the bad guys.

Sylvester Stallone aims a remote-control at the flatscreen TV in his Beverly Hills production office and an image pops up from a documentary about the making of his newest film, The Expendables.

It shows Stallone-still in remarkable shape at 63-being body-slammed into a brick wall in the catacombs of what is supposed to be the capital of a Latin American island republic. Stallone, a solidly built 5-foot-10 with what looks to be about 4 percent body fat, is the slammee-and the slammer is the massive "Stone Cold" Steve Austin of World Wrestling Entertainment fame, a daunting 6-foot-2 and 250 pounds of manhandling brutality.

A cloud of dust rises-and as it settles, Stallone calls cut, then says, "Shit," puts a hand to the back of his neck and walks off the set.

Back in his office, Stallone hits "pause" on the remote, then reaches into a drawer in his desk, rummages around in a file and comes up with an X-ray: his neck, with what looks like a small clothespin on one of the vertebrae.

"I've got a bolt in my neck where he cracked the vertebra," Stallone says. Then he flicks the DVD back into action: It's Stallone, looking at an MRI of his shoulder from the same hit, with a doctor telling him he needs surgery to correct the blown rotator cuff he also suffered.

"I knew it was really fucking bad," Stallone says, indicating the image on the TV screen. "The doctor wanted to fix my neck and my shoulder right then. But that would have meant closing down the movie."

Stallone eventually had a quartet of surgeries to repair the damage that comes from doing 90 percent of your own stunts-but not until after filming was complete. The Expendables, set to open in mid-August, never halted production for Stallone to have his injuries repaired.

"I just wanted to do something original, something physical, something that would keep me young in the brain-so I don't have to admit I can't do this anymore," Stallone says with a rueful smile.

Still, he has another message as well: I'm human. When Stallone escapes Austin's clutches and gets back to his own men, one of them asks, "Where have you been?"

As Stallone points out, his first paying job as an actor was in 1970-which means that, as of 2010, he's been in the business for 40 years. But in all that time, a Sylvester Stallone character had never uttered those words.

"It was an ad lib," Stallone says, lighting up an OpusX and leaning back in a chair behind a rugged wooden desk in his production company's office, one nicely appointed floor of a nondescript building in Beverly Hills, within a couple of blocks of the Beverly Hilton. "I just thought it was important to demystify the Rambo and Rocky legend as being unbeatable. Just because you get your ass kicked doesn't mean you're over. And the audience gets that."

Not surprisingly, The Expendables, which Stallone co-wrote, directed and stars in, is an underdog story. At the age of 63, with a career that's had more ups and downs than a Six Flags roller coaster since "Rocky" won the Oscar for best picture in 1977, Stallone still feels like an underdog.

"That's my journey in life-along with choosing the darkest, least traveled road," Stallone says. "I wish that things could be handed to me. I wish a great script would come in with financing and everything else in place. But it ain't happening. For me, everything has been do-it-yourself. And it hasn't stopped yet. I'm still basically generating projects for myself. I'd rather have someone else generating them for me. But that's not my thing, apparently."

Stallone knows he doesn't have the box-office juice he had from the late 1970s through the early 1990s. He's at least a generation removed (if not more) from the largest demographic of the movie-going audience, the one that only knows his movies from cable and home video. And he's battling other perceptions as well: that he can't compete at the box office with the younger action stars because his core audience has aged to the point that it doesn't go to the movies anymore. The fact that his last couple of non-Rocky or Rambo films went straight to DVD doesn't help.

"I read the little digs from other people: ‘the ancient Stallone,' ‘the aging stallion,' that sort of thing," he says with a shrug.

But the underdog still believes that there's an audience out there who wants what he has to offer. And he's been right lately: He had international hits with his returns in Rocky Balboa (his sixth Rocky film, 2006) and Rambo (the fourth in that series) in 2008.

Stallone never meant to be an action hero. Now he needs an action hit-the kind he's best known for-to open up possibilities for future projects he'd like to direct (if not necessarily act in).

"If The Expendables is a hit, opportunities will present themselves," Stallone says. "You have to be very sensitive about the opportunities you're given. They're few and far between and diminishing quickly. You don't get many second chances. If this were baseball, it would be two strikes and you're out."

Just to cross-pollinate the audience further, he rounded up performers who were already major figures in a universe other than Hollywood-Couture, Austin, even Jet Li, it could be argued-to give the film the kind of want-to-see factor to crossover beyond the action-movie audience that ensures a big opening weekend.

"The hard part was putting together a team where everybody is somebody, where everybody is known and has a following and isn't an X factor," Stallone says. "They've all got an ongoing relationship with the audience. People want to compare this to The Dirty Dozen, but in The Dirty Dozen, with the exception of Lee Marvin, they were still mostly unknowns. Telly Savalas? Trini Lopez? Unknown then. Even John Cassavetes wasn't a big star."

The Expendables also features a casting coup of sorts: a scene which, for the first time, puts Stallone on the same screen with his old box-office rivals Arnold Schwarzenegger and Bruce Willis.

"It was Bruce's idea to have us all in a room, nose to nose for one scene," Stallone says. "I give him total credit. But we were only finally able to shoot it four months after the rest of the movie wrapped. We shot it at 4 a.m. and four hours later Arnold was on to his political duties, we struck the set-and it was like it never happened."

Dolph Lundgren, who was a Swedish engineering student when Stallone plucked him from anonymity to star in Rocky IV as Russian boxer Ivan Drago, says that Stallone brings the same intensity to the set that he did 25 years ago.

"He's still in great shape," Lundgren says. "He's mellowed out a little but he's still very driven when he works. He challenged and inspired us as actors. You watch him and you want to do your best. Plus, when you're in a movie with that many talented people, it makes you work harder. Having that many famous actors in one movie gives it a special feeling that's quite unusual."

For Steve Austin, just the opportunity to work with Stallone-let alone pound him into submission-was thrill enough.

"I'm a huge Sly fan," Austin says. "I've seen all of his movies. So when I heard he wanted to talk to me, I didn't know what to think. But right away, when I went to his office, we started talking about working out. And he's a big wrestling fan. So we had a lot of common ground."

The Expendables stars Stallone as the aging head of a group of mercenaries, who are offered a job removing the dictator of a small Latin American island republic. But, while doing reconnaissance on the island, Stallone and partner Jason Statham are spotted; as they're making their escape, Stallone offers to take his guide, a spirited young female revolutionary, with them. She refuses-and Stallone eventually decides he has to go back and rescue her, if only to salve his conscience for the years of black ops and other hired killing he's done.

At one point, the young female freedom fighter is questioned by the dictator's men about the whereabouts of Stallone's character. When she refuses to talk, they lean her back, cover her face with a towel, then pour water over her face-trying to elicit information by waterboarding her.

"People ask, ‘Is it torture?' and I have to say, yeah, it is," says Stallone, who put himself through the process before filming the scene with the actress. "Is it horrible? Yeah. As soon as they start pouring water and it gets up your nose, you have no chance. You panic and start to breathe through your mouth-and then you start swallowing water, too. But she was great-she did it three times."

Stallone seems surprised when it's suggested that, given the politics surrounding the interrogation method, the film could arouse controversy.

"I do think it's going to sway a lot of people who might be on the fence, who will say, ‘This is pretty barbaric'," he says.

But it wouldn't be the first time one of his films became a source of provocation. His Rambo: First Blood, Part II (1985)-in which John Rambo went back to Southeast Asia to rescue MIAs and POWs and uttered the line, "Do we get to win this time?"-drew kudos from no less a critic than former film star Ronald Reagan, who happened to be president of the United States at the time.

"Reagan said, ‘Rambo's a Republican'," Stallone recalls. "He said that, after seeing Rambo, he knew what to do in Libya-and my blood ran cold. He took a fictional character and turned it into a philosophy."

For The Expendables, Stallone envisioned a scenario in which several of the stars with the most distinctive fighting styles would be pitted against each other. So there are a pair of Jet Li-Dolph Lundgren encounters (Lundgren, a third-degree black belt, is a former captain of the Swedish National Karate Team); the showdown between Stallone and Austin; and a final flesh-pounding battle between Austin and mixed martial arts ace Couture (a five-time UFC champion).

"It's like ancient Rome with the gladiators, where you might have a guy with a short sword fighting a guy with a trident," Stallone says. "It's brutal."

Austin wasn't quite sure what he was getting into when he faced off with Couture for their fight scene.

"In wrestling, we try to make it look violent but we take care of our opponent," Austin says. "That's the opposite of UFC. I was glad to fight with him-but I was glad it was a movie fight."

Says Stallone, "What Randy does-well, the stunt coordinator said it was one of the few times he was frightened. When Randy pulls you in, it feels like you're about to be crushed by an anaconda. We had to tell him to go easy on the stuntmen."

And then there was Stallone's own bout with Austin. As they rehearsed it, Austin recalls, Stallone kept urging Austin to hit him harder.

"He kept telling me to turn it up," Austin says. "He's always about intensity and focus. Still, when you roll with Sly, you don't want to be the one who gives the boss a black eye."

Stallone, having just watched Austin hit him again on the DVD, turns the TV off and shrugs.

"Me doing those scenes helps the other guys in the movie," he says. "They want to top me so they push even harder. I know I shouldn't be doing this stuff at my age. I guess I'd love for my kids to say that it's amazing, at 63, that I'm still able to do it. But it comes with a really serious price.

"I couldn't do this again. This is it, there's nothing left. I have had four operations since the film. The doctor says that if I hurt my neck again, that's it-paralysis or worse. I don't want to hear that but it's a fact. I guess I've got to get some look-alikes, but I don't like doing that. What made all the Rockys special is that, in 32 years, I never used a double."

He leans back in his chair and considers his situation, then puffs his OpusX. These days, it's his favorite brand: "I like a stronger cigar than I used to," he says. "The only time I don't smoke them is when I play golf. They make me a little dizzy-and I have a hard enough time hitting the ball anyway.

"I like a rich cigar. I like to let the smoke settle in my mouth, like brandy. Before, I was into cigars as a status thing-now I like to savor them."

A one-time cigarette smoker ("Hey, doctors used to endorse them on TV like they were children's cereal"), Stallone began smoking cigars while playing a rising labor-union figure in 1978's F.I.S.T.: "I was always looking for a replacement for cigarettes. At one point, I went on to a pipe-but that didn't look right on me. But cigars-there's like a tribal effect when you smoke them, a kinship almost.

"It's like a secret code. Oh, you smoke cigars? You're OK, then. Smoking cigars is like being an unregistered member in a world-wide club."

The walls of his office are a mix of decorations: photos of wife Jennifer Flavin and their three daughters, memorabilia from his various films (including a display case full of Rocky and Rambo action figures), small but solid-looking pieces of sculpture and several paintings-some with full frames, some only half-framed-which, Stallone allows, he painted himself.

The paintings mostly have black backgrounds, out of which dashes of bright color-reds, oranges, yellows, sometimes as images of eyes or mouths, sometimes as words floating in the black background-seem to spring.

"My second life," Stallone says with a smile. "I sold a few to Steve Wynn, the casino owner who has a large collection, and I was quite humbled by that. They were shown at Art Basel Miami. It's just my style; for some reason, they look at it in Art Basel Miami as very personal. I don't have a lot of concrete skills. Instead of painting a flower, I paint what a flower is thinking."

His own art collection runs to about 100 pieces, mostly modern, his favorite being a large painting by Cuban artist Tomas Sanchez. The collection has been scaled back from a one-time high of 400-500 paintings, which included works by Magritte, Monet and Chagall.

"Now when I go to Art Basel, I'm looking for modern work-contemporary pieces so removed from realism that they're almost graphic design," he says. "I like interpretations of human figures in a postmodern setting. I'm not big on pure graphics. Like the early Mondrian-it's brilliant for what it is, but they're more pragmatic than I like, more mathematical."

Stallone, who has made a career out of playing men's men-identified with boxing, guns and action-finds himself living in a house full of women, a father to three young daughters (13, 11, 7).

"Every entity in my life is female, including the dogs," he says with a grin. "It's difficult. With boys, you kick 'em in the ass, like Mickey did to Rocky, and tell 'em, ‘You take a punch and you kick ass.' But you can't do that with a daughter. You push boys out of the nest to take on the world-but you keep girls close. Daughters are less competitive and more embracing."

Stallone, who has two grown sons from a former marriage, says the difference between being a parent in his 60s and doing it in his 30s "is nothing complicated. Just wisdom. When you're young, you make mistakes because you're in uncharted waters. Back then, I was gone 80 percent of the time. I never appreciated the emotional side of raising a family, because I was still evolving. But when life takes you to task, when you get beat up, when you win and lose a few, then you realize what's precious."

A son of Hell's Kitchen by way of the American College of Switzerland and the University of Miami, Stallone has had 40 years in the spotlight to cultivate his tastes and to ponder the peculiar curves his career has taken. No particular fan of action films when he started, he helped create the modern action-thriller (with 1982's First Blood, in which the Rambo character was introduced). A fan of actors ranging from Kirk Douglas to Marlon Brando to Steve Reeves, Stallone found himself building a career playing characters who settled problems with fists or guns.

"It's a strange phenomenon-I thought I'd be an ensemble actor," he says. "I never saw myself as the hero. When I was starting, there were no such thing as ‘action' movies. Even the so-called action-adventures were about 90 percent exposition. I mean, Rocky isn't an action movie-there's only about six minutes of boxing in it.

"Action movies really started with First Blood. That was the first one that was wall-to-wall. And we thought it was horrible when we saw the first cut. But as it was whittled down, it turned into something else. And from that, I became identified with that kind of film-I became an action actor.

"At the time, I felt I was abandoning the call to be an actor who could play diverse roles. I wanted to do more movies like F.I.S.T or Cop Land. I chose a hard path. But it's a path I've been happy in because I'm making modern mythology."

As Stallone talks about his career, the distance between who he thought he would be and what he became seems to gape. Rocky, after all, earned him not only an Oscar nomination for screenwriting but for acting as well. At one point early on, critic Roger Ebert predicted that Stallone could have the same power on screen as Marlon Brando.

But to Stallone's chagrin, once the trail had been blazed-with multiple Rocky and Rambo films-it was hard to find the off-ramp. Whenever he would try something different-whether it was a romantic comedy (Rhinestone) opposite Dolly Parton (in which Stallone actually sang) or a slapstick comedy (Stop or My Mom Will Shoot), audiences avoided his films. When he'd strap on a gun and give a serious beatdown to some vicious bad guy, the crowds would flock-worldwide. And when he put on the gloves as Rocky or put on the headband as Rambo, the box office would explode.

"I've made films I'm not proud of," Stallone says. "I knew going in they weren't right for me. There's a school of thought that an actor should be as diverse and facile as possible. So you get that mindset: ‘I've got to do something different.' Or certain representation will say, ‘Hey, let's give something different a chance.' The money is good and you go in with honorable intentions.

"But the audience expects certain kinds of films out of certain actors. I made the mistake of going too far off the beaten path. John Wayne knew what his audience wanted; he never would have made Stop or My Mom Will Shoot. People underestimate the relationship certain actors have with their audience. When you mock that by doing something so far off-center, they let you know. Someone once said that if you give an audience what it wants, you'll be around for a long time. And if you give them what you want, you'll wind up broke."

Given his choice, Stallone says, "I would like to have done a few more dramas." He had opportunities: The list of titles he turned down-Coming Home, Witness, Romancing the Stone, to name a few-might have altered his direction.

Stallone expected a career course-correction when he made James Mangold's 1998 Cop Land, as part of an ensemble that included Robert De Niro, Ray Liotta, Harvey Keitel and Michael Rapaport. The film, a drama about police corruption, cast Stallone as a deaf, small-town sheriff in a New Jersey suburb that was home to some of New York's most corrupt cops. But despite laudatory reviews-which made note of Stallone's subtle performance and the fact that he gained 40 pounds to look less buff for the role-the film disappeared without leaving much of a ripple.

Since then, his output has been steady but spotty: a couple of films that didn't do well in release (Get Carter, Driven), a couple more that went straight to video (D-Tox and Avenging Angelo), a voice-acting role in a computer-animated cartoon (Antz) and one as a villain in a kids' 3-D movie (Spy Kids 3-D: Game Over). And he cohosted a short-lived reality-TV series, "The Contender," a boxing tournament that was marred by the suicide of one of the competitors.

The bright spots of the past decade have come from old friends: Rocky Balboa in 2006, and Rambo, an international hit in 2008. Even then, Stallone had to do a significant sell-job to convince financiers to give him money to put himself both in front of the camera and in the director's chair.

"Even with the naïveté and youth that went into getting the first Rocky made, it was a lot harder to get someone to let me do Rocky Balboa at 60," he says. "No one was willing to take a gamble on that sequel."

Being considered too old-it's like a knife in the heart for Stallone. Though he spends more time exercising his back than his biceps when he works out, Stallone is still an athletic performer, one who recognizes just how quickly his window into movies as an actor is closing.

"They always say an actor dies twice," he says. "Being one of the walking dead is the hardest. You're discarded as irrelevant; it's as if your work doesn't carry any more importance. So The Expendables will be a real litmus test. When they did testing, the young audience said they'd go see a film with these stars-even though the average age of the cast is 45.

"So you never know. I thought everyone my age would go see Rocky Balboa. But that wasn't the case; the average age of the audience was 24. That, to me, is mind-blowing. It's major. I guess the audience wanted to see a Rocky film on the big screen. And when they saw it, they liked it."

Stallone recognizes that people mistake him for his characters-whether they're fans or critics.

"The biggest misconception about me as an actor is that I'm very simplistic as an actor, that I don't put in the emotional research, that the characters seem kind of elementary," he says. "But, to have Rocky last for 32 years, which is something I'm very proud of, to keep an audience interested in that character for that long-that's not a simple thing. It's about being able to create different situations that are identifiable to the audience."

Of the six Rocky films, Stallone is fondest of the first and the last ones: "They're the most complete in the dramatic sense," he says. "It's odd to play the same character for 30 years, to watch this fellow move through his life. It's a real anomaly, a freak of cinematic nature."

Critics, however, haven't always been as charitable as his fans. Aside from sometimes punishing reviews and increasing jibes about his age, they also regularly haul out something Stallone said early in his career-that he wanted to direct and star in a biopic he'd written about Edgar Allen Poe-to use as Exhibit A of an artist's unchecked ego.

"That's been the big parody all these years," he says. "At this point, I don't know if I could come up with anything that can rival the hype it's already received. I do have a script that's gone through 20 mutations. Every few years I take it out and rework and update it.

"What fascinates me about Poe is that he was such an iconoclast. It's a story for every young man or woman who sees themselves as a bit outside of the box, or has been ostracized during their life as a oddball or too eccentric to be taken into the main vein. It didn't work for him either. His work was too hip for the room back then. But he developed the modern mystery story. He was also one of the great cryptologists; there were very few codes he couldn't crack. He was just an extraordinary guy."

Even if he does get the project off the ground, Stallone himself has no plans to play the role: "I did at one time. Thank God that never happened."

As Stallone notes, longevity in show business-particularly for an action-movie actor-can be illusory: "I'm on borrowed time," he says. "My longevity will be predicated on being able to move on to directing, without me having to be in the film. That's the ultimate-to follow in Clint's footsteps. But yeah, the ticking clock-it's as loud as the gong on Big Ben."

Stallone stays in shape with twice-weekly workouts for 75 minutes each. If he's got a film coming up, he works out four times a week "to get into peak shape." But, he adds, 90 percent of it is diet: "My weakness is oatmeal cookies, the ones my wife makes. They give me heartburn but I can't leave them alone."

Part of his regimen includes human growth hormone, which he began using in his early 50s and continues to use: "I was reading about how it rejuvenated you and helped you come back from injuries," he says. "The more I read about the way it uses amino acids, the more I thought it was a step into the future. At the time, I was working out six days a week and the wear-and-tear was incredible. And that helped. When I broke my hand while I was getting ready for Rocky Balboa, I needed to heal quick and it helped a lot. There's this misconception that it's like steroids. But it's not-it helps you recuperate and gives you a sense of well-being."

Still, he knows he can't continue as an action star, no matter what good shape he maintains or what pharmaceutical advances may come.

"My wife cries a lot," he says, jokingly. "She cries at the thought that it will be embarrassing for someone my age to hearken back to his glory days. And she cries when I do something like tear the calf muscle off the bone.

"But this is my fate. Life didn't deal me a musical-comedy fate. I've got this physicality. When people look at me, they're not seeing Sylvester Stallone. They see Rocky. They see Rambo. They see a kind of philosophy, they see a certain idea. And they see what those things stand for."

Contributing editor Marshall Fine's work can be found on his Web site www.hollywoodandfine.com.

Mr Stallone, I have enjoyed you through your whole career and still look forward to your next project. Thank you. Keep the movies coming and thanks for actually smoking a cigar for the cover of "Cigar Aficionado" magazine. Cigar Aficionado, thank you for interviewing a cigar smoker.